Collective Investment Schemes Act (CISA)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
Chapter 1 The Limited Partnership for Collective I
Art. 98 Definition
1 A limited partnership for collective investment (LPCI) is a partnership whose sole object is collective investment. At least one member bears unlimited liability (general partner), while the other members (limited partners) are liable only up to a specified amount (limited partners’ contribution). 2 General partners must be companies limited by shares with their registered office in Switzerland. Companies limited by shares without authorisation as managers of collective assets may only be active as a general partner in one LPCI. 2bis The conditions for obtaining an authorisation as defined in Article 14 also apply to the general partners. 3 Limited partners must be qualified investors as defined in Article 10 paragraph 3 or 3ter.
Para. 1 — Amended by No I of the FA of 17 Dec. 2021, in force since 1 March 2024 (AS 2024 53; BBl 2020 6885). Para. 2 — Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS 2018 5247, 2019 4631; BBl 2015 8901). Para. 2bis — Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013 (AS 2013 585; BBl 2012 3639). Para. 3 — Amended by Annex No II 13 of the Financial Institutions Act of 15 June 2018, in force since 1 Jan. 2020 (AS
Art. 99 Relationship to the Code of Obligations
Unless this Act provides otherwise, the provisions of the Code of Obligations concerning limited partnerships apply.
SR 220
Art. 100 Commercial Register
1 The partnership exists on being entered in the Commercial Register. 2 Notification of the facts to be entered or any amendments thereto must be signed by all general partners in the Commercial Register or submitted in writing together with notarised signatures.
Art. 101 Partnership name
The partnership name must contain a description of the legal status or its permitted abbreviation.
Art. 101 — Amended by No III of the FA of 25 Sept. 2015 (Law on Business Names), in force since 1 July 2016 (AS 2016 1507; BBl 2014 9305).
Art. 102 Partnership agreement and prospectus
1 The partnership agreement must contain provisions regarding: a. the partnership name and its registered office; b. the object; c. the company name and the registered office of the general partners; d. total limited partners' contribution, or the range of the limited partners’ contribution (fluctuation band); e. the duration; f. the conditions of the limited partners’ joining and departing; g. the maintenance of a register of limited partners; h. the investments, investment policy, investment restrictions, risk diversification, the risks associated with investment, and the investment techniques; i. the delegation of management and representation; j. the appointment of a custodian bank and a paying agent. 2 The partnership agreement requires the approval and signature of all the partners on formation of the company. 3 ...
Para. 1 let. d — Amended by No I of the FA of 17 Dec. 2021, in force since 1 March 2024 (AS 2024 53; BBl 2020 6885). Para. 2 — Amended by No I of the FA of 17 Dec. 2021, in force since 1 March 2024 (AS 2024 53; BBl 2020 6885). Para. 3 — Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).
Art. 102a Amendment of the partnership agreement
1 Amendments to the partnership agreement require the consent and signature of all the partners. 2 The partnership agreement may be amended by majority resolution, provided that: a. this is provided for in the partnership agreement; and b. the resolution is publicly notarised. 3 The partnership agreement amended by a majority resolution requires the signature of the general partners only.
Art. 102a — Inserted by No I of the FA of 17 Dec. 2021, in force since 1 March 2024 (AS 2024 53; BBl 2020 6885).
Art. 103 Investments
1 The partnership conducts investments in risk capital. 2 The Federal Council may also permit other investments.
Art. 104 Non-competition clause
1 The limited partners are entitled without the consent of the general partners to conduct other business transactions for their own account and on behalf of third parties and to participate in other companies. 2 Unless the partnership agreement provides otherwise, the general partners may without the consent of the limited partners conduct other business transactions for their own account and on behalf of third parties and participate in other companies, provided this is disclosed and the interests of the LPCI are not impaired as a consequence.
Art. 105 Joining and departure of limited partners
1 Where specified by the partnership agreement, the general partner may decide on the joining and departure of limited partners. 2 This is subject to the provisions of the Code of Obligations regarding the exclusion of owners of the limited partnership. 3 The Federal Council may prescribe compulsory exclusion. This shall be based on Article 82.
Para. 2 — SR 220
Art. 106 Inspection and information
1 The limited partners are entitled to inspect the business accounts of the partnership at any time. Business confidentiality with regard to the companies in which the LPCI invests shall be preserved. 2 The limited partners are entitled to obtain information about the business performance of the partnership at least once every quarter.
Para. 1 — New expr. by No I para. 3 of the FA of 17 Dec. 2021, in force since 1 March 2024 (AS 2024 53; BBl 2020 6885). This change has been made in the AS provisions specified.
Art. 107 Audit company
The partnership shall appoint an audit company (Art. 126 et seq.).
Art. 108 Financial statements
1 With respect to the financial statements of the partnership and the valuation of the assets, Article 88 et seq. apply accordingly. 2 Internationally recognised standards must be observed.
Art. 109 Dissolution
The partnership is dissolved: a. by resolution of the owners; b. for the reasons set forth in this Act and in the partnership agreement; c. by order of FINMA in the cases specified in Article 133 et seq.
Chapter 2 The Investment Company with Fixed Capita
Art. 110 Definition
1 SICAF is a company limited by shares pursuant to the Code of Obligations (Art. 620 et seq. CO): a. the sole object of which is the investment of collective capital; b. the shareholders of which are not required to be qualified pursuant to Article 10 paragraph 3; and c. which is not listed on a Swiss stock exchange. 2 There must be an appropriate relationship between a SICAF’s equity and its total assets. The Federal Council defines this relationship.
Para. 1 — SR 220 Para. 2 — Inserted by No I of the FA of 28 Sept. 2012, in force since 1 March 2013 (AS 2013 585; BBl 2012 3639).
Art. 111 Company name
1 The company name must contain the designation of its legal status or the abbreviation thereof (SICAF). 2 In all other respects, the provisions of the Code of Obligations regarding the name of companies limited by shares apply.
Para. 2 — SR 220
Art. 112 Relationship with the Code of Obligations
Unless this Act provides otherwise, the provisions of the Code of Obligations concerning companies limited by shares apply.
SR 220
Art. 113 Shares
1 The share capital is fully paid up. 2 The issuing of voting shares, participation certificates, dividend right certificates and preference shares is prohibited. 3 The Federal Council may specify compulsory redemption. This is laid down in Article 82.
Art. 114 Custodian bank
The SICAF must appoint a custodian bank in accordance with Articles 72–74.
Art. 114 — Amended by No I of the FA of 28 Sept. 2012, in force since 1 March 2013 (AS 2013 585; BBl 2012 3639).
Art. 115 Investment policy and investment restrictions
1 A SICAF defines the investments, investment policy, investment restrictions, risk diversification, together with the risks associated with the investments, in the articles of association and in the investment regulations. 2 The investments are subject to Article 69; Articles 64, 70 and 71 apply according- ly. 3 Resolutions to amend the investment regulations must be passed by a majority of votes at the general meeting.
Art. 116
Repealed by Annex No 3 of the Financial Services Act of 15 June 2018, with effect from 1 Jan. 2020 (AS 2019 4417; BBl 2015 8901).
Art. 117 Financial statements
With respect to the financial statements, Article 89 paragraph 1 letters a and c-i, paragraphs 2–4 and Article 90 apply accordingly in addition to the statutory provisions concerning accounting standards.
Art. 118 Audit company
A SICAF shall appoint an audit company (Art. 126 et seq.).